U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: June 30, 2001


                           Commission File No: 0-30583


                           THAON COMMUNICATIONS, INC.
                           --------------------------
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                             87-0622329
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation)

        1543 West Olympic Boulevard, Sixth Floor, Los Angeles, Ca. 90015
        ----------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (213) 252-7050
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve  months
(or for such  shorter  periods  that the  registrant  was  required to file such
reports)  and (2) has been  subject  to such  filing  requirements  for the past
ninety days.

                               Yes [X]     No [ ]

The number of shares of issuers Common Stock, par value .001,  outstanding as of
August 17, 2001 was 63,751,310 shares.

                                       1
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1            Financial Statements.
                  See Attached.


                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                           CONSOLIDATED BALANDE SHEET
                                 JUNE 30, 2001
                                   (UNAUDITED)

                                     ASSETS
CURRENT ASSETS:
         Cash & cash equivalents                              $    174,943
         Media receivable, net                                   1,169,001
         Accounts receivable                                       297,659
         Inventory                                                 478,019
         Prepaid expenses                                          265,314
         Prepaid media expenses                                      7,608
         Note receivable - related parties                         646,835
         Other current assets                                       43,002
                                                              ------------
                     Total current assets                        3,082,381

PROPERTY AND EQUIPMENT, net                                        861,595

OTHER ASSETS:
         Goodwill, net                                          12,238,846
         Deposits                                                  103,808
                                                              ------------
                                                              $ 16,286,630
                                                              ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                     $    705,648
         Accrued expenses                                          221,070
         Media payable                                           3,726,660
         Deferred media revenue                                     69,883
         Note payable-current                                      523,527
         Note payable-related parties                              298,468
         Advances                                                  422,781
         Dividends Payable                                          72,500
         Customers Credits                                          30,473
                                                              ------------
                     Total current liabilities                   6,071,010

Note Payable - Long term                                           198,715

COMMITMENTS

STOCKHOLDERS' EQUITY
         Class A convertible preferred stock, $1 par value;
         authorized shares, 25,000,000; issued
         and outstanding shares, 2,000,000                       2,000,000
         Class B convertible preferred stock, $1 par value;
         authorized shares, 25,000,000; issued
         and outstanding shares, 1,000,000                       1,000,000
         Common stock, $.001 par value;
         Authorized shares 100,000,000; issued
         and outstanding 62,442,541                                 62,443
         Additional paid in capital                             11,474,481
         Prepaid consulting fees                                (1,182,350)
         Accumulated deficit                                    (3,337,669)
                                                              ------------
                     Total stockholders' equity                 10,016,905

                                                              ------------
                                                              $ 16,286,630
                                                              ============


                  The accompanying notes are an integral part
                         of these financial statements

                                       2
<PAGE>

<TABLE>
<CAPTION>
                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       Three Months Ended               Six Months Ended
                                                            June 30,                        June 30,
                                                      2001             2000           2001            2000
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
Net revenue                                       $  7,918,035    $     59,485    $ 17,218,596    $     60,985

Cost of revenues                                     7,239,598            --        15,787,168            --
                                                  ------------    ------------    ------------    ------------

Gross profit                                           678,437          59,485       1,431,428          60,985

Operating expenses                                   1,458,023         324,101       2,556,210         598,832
                                                  ------------    ------------    ------------    ------------

Loss from Operations                                  (779,586)       (264,616)     (1,124,782)       (537,847)

Non-Operating Income (expense):
           Interest expense                             (3,188)           --            (8,275)           --
           Other                                         2,348            --             3,559            --
                                                  ------------    ------------    ------------    ------------
           Total non-operating income (expense)           (840)           --            (4,716)           --

Loss before income taxes                              (780,426)       (264,616)     (1,129,498)       (537,847)

Provision for income taxes                               2,400            --             4,800             800

                                                  ------------    ------------    ------------    ------------
Net Loss                                              (782,826)       (264,616)     (1,134,298)       (538,647)

Dividend requirement of Preferred stock                (72,500)           --           (72,500)           --

Loss applicable to Common shareholders            $   (855,326)   $   (264,616)   $ (1,206,798)   $   (538,647)
                                                  ============    ============    ============    ============

Basic weighted average number of
    common stock outstanding*                       61,066,401      55,281,000      60,183,605      55,281,000
                                                  ============    ============    ============    ============

Basic net Loss per share                          $      (0.01)   $      (0.00)   $      (0.02)   $      (0.01)
                                                  ============    ============    ============    ============

Diluted weighted average number of
    common stock outstanding*                       61,200,735      55,281,000      61,317,939      55,281,000
                                                  ============    ============    ============    ============

Diluted net Loss per share                        $      (0.01)   $      (0.00)   $      (0.02)   $      (0.01)
                                                  ============    ============    ============    ============
</TABLE>

      *   The  Basic  and  diluted  weighted  average  number  of  common  stock
          outstanding    have   been    adjusted    retroactively    to   effect
          recapitalization  upon reverse merger on December 31, 1999 and forward
          stock split of 3:1 on July 25, 2000 and 2:1 on November 20, 2000.


                  The accompanying notes are an integral part
                         of these financial statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

                                                                                  2001          2000
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
            Net Loss                                                          $(1,134,298)   $  (538,647)
            Adjustments to reconcile net loss to net cash used in
            operating activities (net of acquisitions):
                        Depreciation and amortization                             382,751         83,002
                        Issuance of shares for compensation and
                            consulting services                                   173,212           --
                        (Increase) / decrease in current assets:
                                     Accounts receivable                           (1,961)       (38,310)
                                     Media receivable                             544,849           --
                                     Prepaid expenses                             369,583         41,692
                                     Deposits                                       2,383         66,455
                                     Other assets                                 (30,661)        (1,194)
                        Increase  / (decrease) in currentliabilities:
                                     Accounts payable                             341,048           --
                                     Accrued expenses                               8,557         14,839
                                     Deferred media revenue                      (928,989)          --
                                     Media payable                                497,965           --
                                     Customer Credits                            (251,298)          --
                                                                              -----------    -----------
                        Net cash used in operating activities                     (26,859)      (372,163)
                                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
                        Cash received from acquisition of business                148,850           --
                        Acquisition of property & equipment                       (35,945)      (381,567)
                                                                              -----------    -----------
                        Net cash provided by (used in) investing activities       112,905       (381,567)
                                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                        Proceeds from notes receivable                            464,230           --
                        Payments on notes payable                                (984,527)          --
                        Proceeds from sale of common stock                        577,115        689,900
                                                                              -----------    -----------
                        Net cash provided by financing activities                  56,818        689,900
                                                                              -----------    -----------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                142,864        (63,830)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                         32,079        130,943
                                                                              -----------    -----------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                       $   174,943    $    67,113
                                                                              ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                                                   7,000           --
                                                                              ===========    ===========

Interest paid                                                                      15,137            132
                                                                              ===========    ===========
</TABLE>


                  The accompanying notes are an integral part
                         of these financial statements


                                       4
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company was originally  incorporated  under the name  Engineering  Services,
Inc. (a Nevada  Corporation),  on July 13, 1984. The Company changed its name to
Deep Earth, Inc. in November of 1998. The Company was originally  engaged in the
activity of seeking and developing mining properties and has been inactive after
1991, and became  essentially a dormant shell without assets or liabilities.  On
November 29, 1999, the Company changed its name to Castpro.com, Inc. On December
31,  1999,  the  Company  entered  into a stock for stock  exchange,  whereby it
acquired  all of the stock of  Castpro.com,  LLC, a newly  organized  California
corporation  formed  to  conduct  the web cast  business,  in  exchange  for the
issuance of 8,000,000  additional  shares of its Common  Stock.  On December 29,
2000, the Company entered into a stock for stock  exchange,  whereby it acquired
all of the outstanding stock of Prime Time Media Solutions,  a Texas corporation
(PTS) doing  business of acquiring and selling media time. On November 27, 2000,
the Company changed its name to Thaon  Communications,  Inc. Prior to October 1,
2000,  the Company was a  development  stage  company.  On April 10,  2001,  the
Company  consummated the  acquisition of all of the  outstanding  stock of Legal
Broadcast Company (LBC) in exchange for 1,000,000 shares of Series B convertible
preferred stock. On May 8, 2001, the Company  consummated the acquisition of EMG
Visual  Graphics,  Inc. (EMG) in exchange for 300,000  restricted  shares of the
Company's common stock. On May 22, 2001, the Company consummated the acquisition
of Prime Time  Distribution,  Inc.  ("PTD") in exchange  for 500,000  restricted
shares of the Company common stock.

Quinntal,  International  (California  Incorporated)  was formed on January  12,
1999. Quinntal,  International  changed its name to CASTPRO.COM,  LLC ("LLC") on
August 6, 1999.  The LLC is a provider  of live,  on-location  digital  web cast
productions for corporations  and major event marketers.  The LLC specializes in
streaming media production of concerts, tradeshows,  interviews, sporting events
and  movie   premiers.   The  LLC  also   produces   streaming   media  for  key
business-related  events  such  as  shareholders  meetings,  press  release  and
earnings announcements, product launches and training sessions.

PTS was formed on May 23, 1996. PTS is a diversified media company  specializing
in reaching targeted  audiences.  PTS buys media time from various  broadcasting
networks and sells to its clients.  PTS markets products and services,  which it
develops,  licenses  exclusively  or distributes  for third  parties,  utilizing
network and cable television, radio, newspapers, magazines, and the Internet.

LBC was  incorporated  on May 9, 2000 in the  State of Nevada  under the name of
PASOVIDEO.COM,  Inc. LBC filed a certificate  of amendment to change its name to
Legal Broadcast  Company on March 7, 2001. LBC provides law firms,  corporations
and insurance  companies  with service of the  creation,  review,  storage,  and
presentation of video,  including the video  documentation  and storage of legal
depositions.  LBC offers products that provide real time interactivity and allow
attorneys  to view  legal  events  such as  depositions,  hearings,  and  trials
remotely over the Internet.

                                       5
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

EMG was  incorporated on June 6, 1996 in the State of California  under the name
of EMG Visual  Graphics,  Inc. EMG  operates  its business as Eclipse  Marketing
Group as well as EMG  Visual  Graphics,  Inc.  EMG is a full  service  sales and
marketing  consulting  firm  specializing  in all  aspects of the  branding  and
promotional  products  business.  Eclipse  assists  corporate  clients  with the
design, product section,  market segmentation,  audience analysis,  sourcing and
fulfillment of premium and promotional products.

PTD was  incorporated in the state of Nevada on March 5, 1999. PTD is also doing
business as Kryptolight  International.  PTD is a direct marketing  company with
three new projects currently in development, which are now being test marketed.

Basis of presentation

The accompanying  unaudited condensed  consolidated interim financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission for the  presentation  of interim  financial
information,  but do not include all the information  and footnotes  required by
generally accepted accounting principles for complete financial statements.  The
audited  consolidated  financial statements for the year ended December 31, 2000
was filed on April 5, 2001 with the Securities  and Exchange  Commission and are
hereby  referenced.  In the opinion of management,  all  adjustments  considered
necessary for a fair presentation have been included.  Operating results for the
three-month  and  six-month  periods  ended  June 30,  2001 are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2001.

2.     PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication,  Inc. and its wholly owned subsidiaries  CASTPRO.COM,  LLC, Prime
Time Media Solutions,  Legal Broadcast  Company,  EMG Visual Graphics,  Inc. and
Prime Time  Distribution,  Inc. All significant  inter-company  transactions and
balances have been eliminated for the six months and three months ended June 30,
2001 and 2000.

3.     RECENT PRONOUNCEMENTS

In January 2001, the Financial  Accounting  Standards Board Emerging Issues Task
Force issued EITF 00-27 effective for convertible debt instruments  issued after
November 16, 2000.  This  pronouncement  requires the use of the intrinsic value
method for recognition of the detachable and imbedded  equity features  included
with indebtedness,  and requires  amortization of the amount associated with the
convertibility  feature  over the life of the debt  instrument  rather  than the

                                       6
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

period for which the instrument first becomes convertible.  Management is in the
process of evaluating the  requirements of EITF 00-27,  but does not expect this
pronouncement will materially impact the Company's financial position or results
of operations.

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." These  statements  make
significant changes to the accounting for business  combinations,  goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting be used for all business combinations  initiated after June 30, 2001.
Use of the  pooling-of-interests  method will be  prohibited.  This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142  establishes  new  standards  for  goodwill  acquired in a business
combination  and  eliminates  amortization  of goodwill  and instead  sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable  useful life will continue to be amortized over that period. This
statement becomes effective January 1, 2002.

Management is in the process of evaluating the  requirements of SFAS No. 141 and
142,  but does not  expect  these  pronouncements  will  materially  impact  the
Company's financial position or results of operations.

4.     STOCKHOLDERS' EQUITY

Stock Split

On July 14,  2000,  the Board of  Directors  of the  Company  declared a 3 for 1
forward stock split of the Company's  common stock,  effective July 21, 2000 for
shareholders  of record on July 17,  2000.  On November  20,  2000,  the Company
affected a 2-for-1  stock split of its common stock and  increased the number of
authorized  shares  to  100,000,000.  All  share  and per  share  data have been
retroactively  restated to reflect these stock split,  change in the  authorized
shares.

Preferred Stock

On November 28, 2000, the Company  amended its Certificate of  Incorporation  to
provide for the issuance of preferred  stock. The Company is authorized to issue
25,000,000  shares of Preferred  stock of $1 par value.  In connection  with the
acquisitions of PTS, the Company issued 2,000,000 shares of series A convertible
preferred  stock of the  Company.  The Company  also placed in escrow  1,000,000
shares of series A convertible  preferred stock which are deliverable subject to
attainment  of at least a specific  gross  revenue and pre tax net income target
for the year ended  December 31, 2001 by PTS. The Company also agreed to use its

                                       7
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

best  efforts to raise  capital  and  contribute  one third of such raise to the
capital of PTS up to a maximum  amount of  $1,000,000.  The Class A  convertible
Preferred  stock  shall  be  entitled  to  receive  6% per  annum  dividend,  in
preference to any other class. Class A convertible Preferred stock shall, at the
option of the holder  thereof,  be  convertible  into fully paid share of common
stock,  equal to the par value of the Class A convertible  Preferred stock being
converted plus accrued and unpaid dividends,  divided by 95% of the market price
of the common stock. The Class A convertible Preferred stock shall be redeemable
by the  corporation  at any time at the rate of $1.00  plus  accrued  and unpaid
dividends. Upon receipt of notice of redemption,  the holders of preferred stock
will have 30 days to convert  Class A  convertible  Preferred  stock into common
stock.

On April  10,  2001,  the  Company  consummated  the  acquisition  of all of the
outstanding  stock of Legal  Broadcast  Company  (LBC).  In connection  with the
acquisitions of LBC, the Company issued 1,000,000 shares of series B convertible
preferred  stock of the Company.  Class B convertible  Preferred  stock shall be
entitled  to  receive  6%  per  annum   dividend   payable  in  fully  paid  and
nonassessable  shares of the Company's  common stock, in preference to any other
class and in parity to any other class of preferred  stock.  Class B convertible
Preferred stock shall, at the option of the holder thereof,  be convertible into
fully  paid  share  of  common  stock,  equal to the par  value  of the  Class B
convertible  Preferred stock being converted plus accrued and unpaid  dividends,
divided by 95% of the market price of the common stock.  The Class B convertible
Preferred  stock shall be redeemable by the  corporation at any time at the rate
of  $1.00  plus  accrued  and  unpaid  dividends.  Upon  receipt  of  notice  of
redemption,  the holders of preferred stock will have 30 days to convert Class B
convertible Preferred stock into common stock. The Series B Preferred stocks are
redeemable  by the  Company at any time at rate of $1.00 per share plus  accrued
and unpaid dividends. In the event of any voluntary or involuntary  liquidation,
dissolution  or winding up of the  Company,  the  holders the Series B Preferred
stock are entitled to receive $1.00 per share before the holders of common stock
and any other class or series of preferred stock issued to date.

Common stock

In 2000, the Company  issued a total of 3,810,000  shares of its common stock to
the  Company's  creditors,  in  exchange  for the  cancellation  of  $635,000 in
principal and accrued interest owed by the Company to said creditors.

In 2000,  the Company  issued a total of 200,000 shares of its common stock to a
consultant against the consulting fees of $100,000.

In the three  month  period  ended June 30,  2001,  the Company  issued  300,000
restricted shares of its common stock in connection with the acquisitions of EMG
Visual Graphic, 500,000 restricted shares of its common stock in connection with
the  acquisition  of  Prime  Time  Distribution,  Inc.,  339,600  shares  of its

                                       8
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

restricted  common stock to a related  party of LBC in exchange of settlement of
debt amounting  $424,500 and 150,000  shares of its  restricted  common stock to
creditors of EMG in exchange of settlement of debt amounting $150,000.

During the second  quarter of 2001, the Company issued common stocks in exchange
of various services to following parties:

The Company  issued 57,669 shares of common stock in exchange of rental  charges
amounting $90,000.  The Company issued 33,333 shares of common stock in exchange
of Legal services amounting $15,667. The Company issued 400,000 shares of common
stock to a  unrelated  party for  consulting  service  amounting  $940,000 to be
provided over five year period  beginning April 2001. The Company issued 200,000
shares of common  stock to a related  party  for  consulting  service  amounting
$224,000 to be provided over three year period  beginning June 2001. The Company
issued  100,000  shares  of common  stock to a  unrelated  party for  consulting
service  amounting  $112,000 to be provided over one year period  beginning June
2001. The company issued 37,250 shares of common stock to various  employees for
compensation amounting $41,395. During the six month period ended June 30, 2001,
the  Company  issued  631,289  shares of its  common  stock  for cash  amounting
$577,115, net of commissions paid amounting $371,587.

Advance Subscriptions

As of March 31, 2000, the Company has received $422,781 in advance  subscription
for 94,114  common shares to be issued  subsequent to the year-end.  The Company
has not issued any such shares through June 30, 2001.  The advance  subscription
has been presented as a part of current liabilities in the financial  statements
as of June 30, 2001.

5.     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company  prepares its statements of cash flows using the indirect  method as
defined under the Financial Accounting Standard No. 95.

The cash  flow  statements  do not  include  following  non-cash  investing  and
financing activities:

(1)  On April 10, 2001, the Company  consummated  the  acquisition of all of the
     outstanding  stock of Legal  Broadcast  Company in exchange  for  1,000,000
     shares of Series B convertible  preferred  stock. In addition,  the Company
     issued 339,600 shares of its restricted  common stock to a related party of
     LBC in exchange of settlement of debt amounting $424,500.

(2)  On May 8, 2001,  the  Company  consummated  the  acquisition  of EMG Visual
     Graphics,  Inc.  (EMG) in  exchange  for 300,000  restricted  shares of the

                                       9
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

     Company's  common  stock.  The Company  also issued  150,000  shares of its
     restricted  common stock to creditors of EMG in exchange of  settlement  of
     debt amounting $150,000.

(3)  On May 22, 2001,  the Company  consummated  the  acquisition  of Prime Time
     Distribution, Inc. ("PTD") in exchange for 500,000 restricted shares of the
     Company common stock.

     The cash flow statement do not include  acquisition of following assets and
     liabilities of the acquired companies:

                            Current assets             $   1,096,953
                            Non-current assets         $     260,855
                            Current liabilities        $   1,794,757
                            Long term liabilities      $     176,031

(4)  During the three month  period  ended June 30,  2001,  the  Company  issued
     828,252  shares  of  common  stock to  various  parties  for  compensation,
     consulting,  rental  and legal  services  amounting  $173,212  and  prepaid
     consulting fees of $1,182,350 and prepaid rental expense of $67,500.

6.     ACQUISITION

On December 29, 2000, the Company  acquired all of the outstanding  stock of PTS
(a Texas  Corporation)  in exchange for 2,000,000  shares of Class A convertible
preferred  stock of the  Company.  The Company  also placed in escrow  1,000,000
shares of Class A convertible  preferred stock which are deliverable  subject to
attainment  of at least a specific  gross  revenue and pre tax net income target
for the year ended  December 31, 2001 by PTS. The preferred  stock was valued at
$2.25 per share  which  approximates  the per share  market  price of the common
stock of the Company at the time of  acquisition.  The acquisition was accounted
for by the purchase  method of accounting.  The results of operations of PTS and
the estimated fair value of assets acquired and liabilities assumed are included
in the  financial  statements  from the date of  acquisition.  The  Company  has
allocated the excess  purchase price over the fair value of net tangible  assets
acquired to goodwill amounting $5,871,861.

On April  10,  2001,  the  Company  consummated  the  acquisition  of all of the
outstanding stock of Legal Broadcast Company in exchange for 1,000,000 shares of
Series B convertible preferred stock. The Company also agreed to issue one share
of its Class B Preferred  Stock for each dollar of the LBC's  pre-tax  income as
audited, during each of the twelve-month periods ending on December 31, 2001 and
2002. The maximum number of shares under such arrangement  could be issued is up
to 1,000,000 shares Class B Preferred Stock. Under the agreement,  the president
of LBC  received  200,000  restricted  common  stock of the Company and is to be
issued additional 200,000 restricted common stock, six months after the closing,
for taking a seat on the Management  Advisory Board of the Company.  Pursuant to

                                       10
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

the agreement,  the Company issued 339,600 shares of its restricted common stock
to a related party of LBC in exchange of settlement of debt amounting  $424,500.
The Company agreed to reserve 235,000 shares of its restricted  common stock for
issuance to individual key employees.  The  acquisition was accounted for by the
purchase  method  of  accounting.  The  results  of  operations  of LBC  and the
estimated fair value of assets acquired and liabilities  assumed are included in
the financial statements from the date of acquisition. The Company has allocated
the excess purchase price over the fair value of net tangible assets acquired to
goodwill amounting $4,251,446.

On May 8, 2001, the Company  consummated the acquisition of EMG Visual Graphics,
Inc.  (EMG) in exchange for 300,000  restricted  shares of the Company's  common
stock.  The Company  also agreed to issue one share of its common Stock for each
dollar of the EMG's pre-tax income as audited,  during each of the  twelve-month
periods ending on December 31, 2001 and 2002. The maximum number of shares under
such  arrangement  could be issued is up to  1,000,000  shares of common  stock.
Pursuant to the  agreement,  the Company issued 150,000 shares of its restricted
common  stock to creditors of EMG in exchange of  settlement  of debt  amounting
$150,000.   The  acquisition  was  accounted  for  by  the  purchase  method  of
accounting.  The results of operations  of EMG and the  estimated  fair value of
assets acquired and liabilities assumed are included in the financial statements
from the date of  acquisition.  The Company has  allocated  the excess  purchase
price over the fair value of net tangible assets acquired to goodwill  amounting
$1,128,983.

On May  22,  2001,  the  Company  consummated  the  acquisition  of  Prime  Time
Distribution,  Inc.  ("PTD") in exchange  for 500,000  restricted  shares of the
Company  common stock.  The Company also agreed to issue one share of its common
Stock for each dollar of the PTD's pre-tax income as audited, during each of the
twelve-month periods ending on December 31, 2001 and 2002. The maximum number of
shares  under such  arrangement  could be issued is up to  10,000,000  shares of
common  stock.  The  acquisition  was  accounted  for by the purchase  method of
accounting.  The results of operations  of PTD and the  estimated  fair value of
assets acquired and liabilities assumed are included in the financial statements
from the date of  acquisition.  The Company has  allocated  the excess  purchase
price over the fair value of net tangible assets acquired to goodwill  amounting
$1,261,244.

The goodwill is being  amortized  over 15-year  period.  Total  amortization  of
goodwill for the six month ended June 30, 2001 is $274,688.

7.     BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three and six month  periods  ended
June 30, 2001 and 2000 were  determined  by dividing net loss for the periods by
the weighted average number of both basic and diluted shares of common stock and
common  stock  equivalents  outstanding.  134,334  shares of Common  stock to be

                                       11
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

issued are regarded as common stock  equivalents  and are  considered in diluted
net loss per share  calculations.  Diluted  loss per share is equal to the basic
loss per share  because the assumed  conversion  of the Series A and B preferred
stock and the assumed  exercise of outstanding  stock purchase  options have not
been included as the effect would be anti-dilutive.

8.     SUBSEQUENT EVENT

On July 2, 2001, Mark Jones,  President of Prime Time Media  Solutions  (PTS), a
wholly owned subsidiary of the Company,  and a Director of the Company and Chuck
Cody,  Vice  President  of PTS  resigned  their  positions  with the  respective
companies. PTS has filed suit against Messrs. Jones and Cody, alleging that they
are in breach of their employment  agreements with PTS. On July 9, 2001, PTS was
granted a Temporary  Restraining  Order that forbids  Jones,  Cody and their new
entity from soliciting PTS clients and/or employees or competing with PTS in any
way.  The  Temporary  Restraining  Order  remains  in  effect.  A  motion  for a
Preliminary injunction was granted on July 30, 2001.





                                       12
<PAGE>

Item 2   Management's Discussion and Analysis or Plan of Operations


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's  discussion  and analysis  should be read in  conjunction  with the
Company's financial statements and the notes thereto.

MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS GENERAL

Thaon Communications,  Inc. is a holding company structured to take advantage of
emerging  opportunities as a result of the  implementation  of new technology in
the worldwide  communications  industry.  Thaon's corporate family is based on a
business  model that  joins the  strength  of high  revenue  companies  with the
development  of advanced  technologies  that can be  practically  applied in the
marketplace.  This  structure has a tangible  effect on future growth and should
positively  affect  earnings as the  technology is introduced  into the existing
business stream. During the second quarter of 2001, the company acquired 100% of
the outstanding stock of three additional  companies;  Legal Broadcast  Company,
Eclipse Marketing Group and Prime Time Distribution.

Thaon now operates through five wholly owned subsidiaries:

CastPro  provides Live  Webcasting and Video On Demand  (V.O.D.)  services.  The
company  currently  maintains a live digital  production studio and professional
editing suite in downtown Los Angeles, California.

Prime Time Media Solutions is a television  media planning and placement  agency
company  located in San Luis Obispo,  California.  Prime Time provides both long
form and short form television advertising placement for their customers.  Prime
Time  offers a broad  range  of  consulting  services  for  optimum  advertising
placement of their  clients'  media.  Prime Time has developed  several in house
analysis tools to continuously monitor media placement services offered, thereby
allowing for the timely adjustments to media campaigns to optimize results.

Legal Broadcast  Company (LBC) is a provider of video  documentation and storage
for the legal, insurance and corporate business sectors. LBC provides law firms,
corporations and insurance companies with quality,  consistency, and reliability
in the creation,  review,  storage and  presentation of video,  particularly the
video documentation and storage of legal depositions. The legal video production
business is rapidly expanding market with substantial profit margins and limited
competition.

Eclipse  Marketing  Group is a full service sales and marketing  consulting firm
specializing in all aspects of the branding and promotional products business.

Prime  Time  Distribution  (PTD)  is a  direct  marketing  company  with two new
projects  currently in the testing phase. Prime Time Distribution was owned in a
majority by the same group of shareholders that owned Prime Time Media Solutions
before it was acquired by Thaon..

                                       13
<PAGE>

RESULTS OF OPERATIONS The following  sections  discuss the results of operations
for the second quarter ended June 30, 2001 compared to the results of operations
for the second  quarter  ended June 30, 2000,  and for the six months ended June
30, 2001 compared to the results of operations for the six months ended June 30,
2000.

SECOND  QUARTER 2001 vs. SECOND  QUARTER 2000.  Net sales for the second quarter
ended June 30, 2001 amounted to $7,918,035  compared to net sales of $59,485 for
the second  quarter  ended June 30, 2000.  Gross  profit for the second  quarter
ended June 30, 2001 totaled $678,437 compared to gross profit of $59,485 for the
second quarter ended June 30, 2000. The net loss before dividends  appropriation
for Preferred stockholders,  for the second quarter ended June 30, 2001 amounted
to $782,826  verses a net loss of $264,616 to the second  quarter ended June 30,
2000.  The  increase  in sales for the  second  quarter is  attributable  to the
contribution  of Prime Time Media  Solutions  which was acquired on December 29,
2000,  and whose results are reflected for the entire  quarter.  The net loss of
$782,826 can be attributed to the cash and non cash expenses associated with the
three  acquisitions  during the quarter,  increase in consulting fees associated
with future  growth and  acquisition  targets for the Company and the  increased
overhead at CastPro due to the increase in staff  associated  with the announced
prelaunch of it's internet based television network, e-marketslive.tv.  On a per
share basis,  the basic and diluted net operating  loss  attributable  to common
stock was $.01 for the quarter  ended June 30, 2001 as compared to $.005 for the
quarter ended June 30, 2000.

SIX MONTHS 2001 vs. SIX MONTHS 2000. Net sales for the six months ended June 30,
2001 were $17,218,596  compared to net sales of $60,085 for the first six months
of 2000. Gross profit for the six months ended June 30, 2001 totaled  $1,431,428
verses gross profit of $60,985 for the six months  ended June  30,2000.  The net
loss before  dividends  appropriation  for  Preferred  stockholders  for the six
months  ended June 30,  2001  amounted to  $1,134,298  compared to a net loss of
$538,647 for the same period ended June 30, 2000.  The increase in sales for the
six months ended June 30,2001 is attributable to the  contribution of Prime Time
Media  Solutions.  The  results of the three  subsidiaries  acquired  during the
period  is not  significant  due to the  timing  of the  closing  date of  those
acquisitions  in late May, 2001. The net loss of $1,134,298 is  attributable  to
the cash and non cash expenses associated with the three acquisitions during the
quarter  and  the  increased   overhead  at  CastPro  as  discussed   above  and
amortization  of  goodwill.  On a  per  share  basis,  the  net  operating  loss
attributable  to common  stock was $.02 per share for the six months  ended June
30, 2001 as compared to $.01 for the six months ended June 30,2000.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30,  2001,  Thaon  had  $174,943  in cash and cash  equivalents,  and
increase of $142,864 from December 31, 2000. Media  Receivables at June 30, 2001
totaled  $1,169,001  compared to  $1,713,850  at  December  31,  2000.  Accounts
Receivable  at June 30, 2001 totaled  $297,659  compared to zero at December 31,
2000.  Inventory at June 30, 2001 was $478,019 verses zero on December  31,2000.
Thaon  experienced  negative cash flow from operating  activities of $26,859 for
the  first  six  months.  The net  loss for the six  months  of  $1,134,298  was
partially  offset by net loan proceeds of $464,230 and proceeds from the sale of
the company's common stock on a private  placement basis of $577,115.  Investing
activities during the quarter were $35,945 consisting of streaming equipment for
the CastPro  studio.  Net  Property  and  Equipment of $861,595 at June 30, 2001
compares to $761,102 at  December  31,2000 and  consists of computer  equipment,
office equipment and web cast production  equipment.  The increase is due to the
acquisitions of subsidiaries.  It is not anticipated  that capital  expenditures
will increase  substantially  in future  periods.  Goodwill of  $12,238,846 is a
result of the  acquisitions  during  the period and  represents  the  difference
between the cost (based upon the market price of Thaon  stock) of the  companies
acquired and the fair value of net assets of the companies  acquired at the time
of acquisition.  Prime Time Media Solutions was acquired for 2,000,000 shares of
Class A convertible  preferred stock,  $1.00 par value (an additional  1,000,000
shares is held in an escrow account and will be issued upon Prime Time achieving
certain operating goals in the year 2001), and  approximately  $2,500,000 in the

                                       14
<PAGE>

good  will  account  represents  the  difference  in par  value  of the  Class A
Convertible  preferred  stock and the  market  value of Thaon at the time of the
acquisition.  Legal Broadcast Company was acquired for 1,000,000 shares of Class
B convertible preferred stock, $1.00 par value.  Pursuant to the agreement,  the
Company issued 339,600 shares of its' restricted common stock to a related party
of LBC in exchange of settlement of debt amounting to $424,500. The company also
agreed to reserve 235,000 shares of its' restricted common stock for issuance to
individual key  employees.  The  acquisition  resulted in goodwill of $4,251,446
which represents the difference in market value of the Class B convertible stock
and the fair value of the net assets of Legal  Broadcast  Company at the time of
acquisition.  Prime Time  Distribution  was acquired for 500,000 shares of Thaon
common stock and resulted in good will amounting to $1,261,244  which represents
the  difference in fair value of net assets of Prime Time  Distribution  and the
market value of the shares at the time of acquisition.  Eclipse  Marketing Group
was  acquired for 300,000  shares of common stock and resulted in  approximately
$1,128,983  in  goodwill  arisen  due to the  difference  in  market  value  the
Company's  shares issued in the acquisition and the fair value of the net assets
of Eclipse Marketing Group at the time of the acquisition.  The Company plans to
address the deficit  working  capital  position  through  operating  profits and
private placement of Thaon common stock,  should management feel it necessary to
raise additional capital.

On July 2, 2001, Mark Jones,  President of Prime Time Media Solutions  (PTMS), a
wholly owned subsidiary of the Company,  and a Director of the Company and Chuck
Cody,  Vice  President of PTMS  resigned  their  positions  with the  respective
companies.  PTMS has filed suit against Messer's.  Jones and Cody, alleging that
they are in breach of their  employment  agreements with PTMS. On July 10, 2001,
PTMS was granted a Temporary  Restraining  Order that  forbids  Jones,  Cody and
their new entity from soliciting PTMS clients and/or employees or competing with
PTMS in any way. A motion for a Preliminary  injunction  was granted on July 30,
2001.  On August  17th,  the  Company  and  defendants  signed a  Memorandum  of
Understanding outlining the basic provisions of a settlement agreement. The tems
of the MOU include the defendants  paying Prime Time $1,100,000 over a period of
time,  returning  50% of the  Thaon  stock  received  as a  result  of the  PTMS
acquisition  and escrowing  the remaining  shares until PTMS is paid in full. In
exchange for the  aforementioned,  PTMS has agreed to dismiss all charges listed
in the current  lawsuit  against  defendants and to lift the TRO and Preliminary
Injunction.


                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         Not Applicable.

Item 3.  Defaults Upon Senior Securities

         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.
         None.

Item 5.  Other Information.

         Not Applicable

                                       15
<PAGE>

Item 6.  Exhibit and Reports on Form 8-K

         A.       Exhibits:

                  None.

         B.       Reports on Form 8-K:

                  Document         Date              Item
                  --------         ----              ----

                  8-K              4/18/01           5
                  8-K              4/20/01           5
                  8-K/A            4/24/01           7
                  8-K/A            4/30/01           7
                  8-K              5/16/01           5
                  8-K              5/16/01           5
                  8-K              5/31/01           5
                  8-K/A            6/11/01           7
                  8-K/A            6/14/01           7
                  8-K/A            6/20/01           7
                  8-K/A            6/21/01           7
                  8-K/A            7/18/01           7
                  8-K/A            7/31/01           7




                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                           THAON COMMUNICATIONS, INC.
                                   Registrant




Date: August 20, 2001      By: /S/ Robert McNeill
---------------------      ----------------------
                                   Robert McNeill, Chief Financial Officer




                                     16